UNITED STATES OF AMERICA,            Plaintiff,                   v. SUIZA FOODS CORPORATION,   d/b/a Louis Trauth Dairy, Land O' Sun Dairy, and Flav-O-Rich Dairy, and BROUGHTON FOODS COMPANY,    d/b/a Southern Belle Dairy,                Defendants.

| | | | | | | | | | | | | | | | | | |

Civil Action No.

Plaintiff, the United States of America, has filed a complaint in this matter seeking injunctive relief and other equitable relief against defendants Suiza Foods Corporation ("Suiza") and Broughton Foods Company ("Broughton"). The United States believes that the proposed acquisition by Suiza of Broughton would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

The United States hereby moves this Court pursuant to Fed. R. Civ. P. 26(c) for a protective order to protect confidential information that has been, or will be, either furnished to the United States or to the defendants in this litigation. In support of this motion the Court is respectfully referred to the attached Memorandum In Support of this Motion and proposed order.

Dated: March 18, 1999

Respectfully submitted,

_______________/s/________________ JAMES K. FOSTER Trial Counsel U.S. Department of Justice Antitrust Division 1401 H Street, N.W. Room 4000 Washington, D.C. 20530 Telephone: (202) 514-8362 Facsimile: (202) 307-5802 JOSEPH L. FAMULARO United States Attorney Eastern District of Kentucky 110 W. Vine Street, Suite 4000 Lexington, Kentucky 50407 Telephone: (606) 233-2666